AFFILIATE AGREEMENT

Overview

Coupon Code and Promotion Guidelines

a. You may not display coupon codes on your website, ad copy, or in any of your promotions. All coupon
codes provided to Affiliate will be appended to the Affiliate Tracking Link provided in Impact and will be
automatically applied to the purchase with no action needed from Affiliate or Customer.
b. You may only advertise offers and promotions that are provided to you through the Affiliate Program.
c. Posting any information about how to work around the requirements of a coupon/promotion will result in
removal from the program.

No Toolbar, Browser Extension, or Software

a. Affiliate may not promote Udacity using any software including toolbars, browser extensions or plug-ins,
and add-ons.
b. Affiliates who do offer a toolbar, browser extension or plug-in, or add on must ensure that this software is
disabled for Udacity.

Loyalty Programs
a. Affiliates providing users incentive for purchase including but not limited to cashback, miles, points and
rewards, are responsible for all aspects of the program. Udacity is obligated to pay Affiliate commissions
on qualified transactions. Udacity is not responsible for providing any commissions generated under the
Affiliate Agreement to any member of the Loyalty program.

Sub-affiliate Networks
a. If accepted into the Program, sub-affiliate networks must disclose the sub-affiliate website, domain, and
promotional methods for all sub-affiliates promoting Udacity.
b. Sub-affiliate networks must ensure that all sub-affiliates promoting Udacity adhere to our Program terms
and conditions.
c. Udacity reserves the right to request removal of specific sub-affiliates from the Program.

Search Marketing Guidelines

a. Udacity, Inc.’s Trademark terms, misspellings and/or derivatives of brand terms must be set to negative
match in keyword bids for all Search campaigns. Trademark terms include: Udacity, Udacity.com,
Nanodegree. Trademark Plus Bidding is prohibited unless Affiliate receives prior written consent from
Udacity.
b. Use of the brand terms, misspellings and / or derivatives is not allowed in the display URL of any Search
campaigns.
c. Use of the brand terms, misspellings and / or derivatives is not allowed in the ad copy of any Search
campaigns.
d. Direct linking (Use of Display URL) is prohibited.

Social Media Guidelines

e. Affiliate may promote Udacity on Affiliate owned social media accounts.

Udacity Affiliate Agreement Uv 10.01.20

 f. Affiliate may not create a social media account under or including the Udacity, Inc. name or Trademark
terms.
g. Affiliate may not post Affiliate Links on Udacity, Inc.’s brand social media accounts or tag posts to show up
on Udacity, Inc.’s brand pages.
h. Affiliate may not run Facebook ads that include the use of the Udacity, Inc. Trademark terms or Marks.

Outreach Guidelines
● All communication to prospective learners must be in compliance with relevant laws, including but not
limited to CAN-SPAM, TCPA, and SMS or MMS best practices, including unsubscribe and opt-out
requirements therein.

Section 1. DEFINITIONS. Capitalized terms used in this Agreement will have the meaning provided in this
Section 1 or as otherwise provided where such terms are first used.

“Affiliate Link" - means a properly coded affiliate tracking link including parameter, provided by Udacity, made
available in the Impact platform that the Affiliate has placed on Affiliate's various marketing properties .

“Artificial Traffic” is a collective term for invalid Clicks, Leads and Transactions, which may originate (for example
and without limitation) from automatic openings, non-human visitors or leads, spiders, robots, requests in e-mail or
chat rooms, script generators, placing links on other websites and Clicks which are not generated by a browser and
Clicks which are not preceded by an active act of a Visitor who wants to reach a certain website.

“Click” " - means a click by a Visitor on an Affiliate Link.

“Confidential Information” means all information relating to the business or affairs of a Disclosing Party (as defined
in Section 7), including but not limited to, all trade secrets, proprietary or confidential information in whatever form
that is disclosed under this Agreement that is not generally known in the relevant industry or industry segment,
including, but not limited to, the terms of this Agreement, information regarding either Party’s business, strategies,
plans, suppliers, clients, customer information, finances, business plans, product development, technology and
software. Confidential Information will not include: (i) information that is in the public domain before the Effective
Date or becomes generally available to the public other than as a result of disclosure by the Receiving Party (as
defined in Section 7), (ii) information available to the Receiving Party on a non-confidential basis before receipt from
the Disclosing Party, (iii) information received by the Receiving Party from a third party who is under no obligation
to keep the information confidential; or (iv) information developed independently by the Receiving Party without
using or referring to the Disclosing Party’s Confidential Information, as evidenced by Receiving Party’s written
records.

"Email Sign Up" means a Visitor who is referred to Udacity's Websites by the Affiliate and who has created an
account with Udacity with a valid name, email, and password. This does not apply to any Visitor who has an existing
account with Udacity.

“Existing Customer” means a Visitor who has enrolled in a paid course or Nanodegree program in the past
even if the user did not submit payment to Udacity, including but not limited to cases where the user
received a refund or enrolled in a Free Trial or Free Month.

Udacity Affiliate Agreement Uv 10.01.20

“Intellectual Property Rights” means all rights worldwide into and under copyrights, copyright registrations and
applications, patent, patent applications (including the right to claim priority under applicable international
conventions) and all patents issuing thereon, inventions, whether or not patentable, trade secrets, all utility and
design rights, rights in specifications, author rights, moral rights, rights to trademarks (including trade dress, service
marks and trade names), trademark registrations and applications and domain names, and other proprietary rights,
as may exist now and hereafter come into existence, and all renewals and extensions thereof.

“Lead" means a Visitor who is connected to an Affiliate Link by the Affiliate and who has completed a definite act to
the Affiliate Link or Affiliate’s Mobile Applications, for example registered for a Nanodegree program.

"New Customer" means a Visitor who has not previously enrolled in a paid course or a Nanodegree
program.

“Referral Fee” means fees due and payable for the provision of marketing services by Affiliate under this Agreement.

“Term” has the meaning provided in Section 11.1.

“Traffic” is a collective term for valid Click, Leads and Transactions.

“Transaction" means a Visitor who is referred to Udacity’s Websites by the Affiliate and who has enrolled in a fee-
based Nanodegree program (i.e., enrollment in a free Nanodegree program shall not be deemed a Transaction) using
the Affiliate Link or as a returning Visitor within the referral window reflected in Affiliate’s terms within Impact.
Transactions without valid payment or cancelled prior to first payment are not eligible for credit.

“Udacity Platform” means the complete body of educational materials created by Udacity, including but not limited
to single paid courses, Executive Programs, and Nanodegree programs.

“Udacity Websites” shall mean any websites operated by Udacity, including any localized versions or subdomains,
providing access and information to users on the Udacity courses and Nanodegree programs.

"Visitor" - means any individual human who clicks on an Affiliate Link placed on Affiliate's Mobile Application

Section 2. ENROLLMENT & SERVICES.

Enrollment & Content Restrictions. To begin the enrollment process, you will need to review the terms of this
Agreement and any attached Program-Specific Terms and indicate your acceptance of these terms by clicking the
checkbox at the bottom of the page. Once you have agreed to the terms, you may submit your Application to
Udacity, Inc.’s Affiliate Program. After you submit a complete Affiliate Application via the IMPACT platform (as
defined below), Udacity, Inc. (“we,” “us,” “our,” or “Udacity”) and/or IMPACT (“IMPACT”), will evaluate your
application in good faith and notify you of your acceptance or rejection as one of our affiliates (“Affiliate”) in our
Affiliate program (“Program”) in a timely manner. Your acceptance as an Affiliate to the Udacity platform does not
in any way grant you rights not expressly outlined in this Agreement, or for which you have expressly applied for
and been accepted. We and/or IMPACT may reject your application or terminate you after your application has
been accepted, for any reason including but not limited to, if we determine (in our sole discretion) that you engage
in activities or promotions that are inconsistent with the offers Udacity makes available, or engage in promotions
that are untruthful, inaccurate, misleading, or your site is unsuitable for the Program for any reason, including

Udacity Affiliate Agreement Uv 10.01.20

harmful, threatening, defamatory, obscene, sexually explicit, harassing, or racially, ethically, or otherwise
objectionable, such as sites that:

● promote sexually explicit materials;

● promote violence;
● promote discrimination based on sex, religion, nationality, disability, sexual orientation, or age;
● promote illegal activities; or
● infringe or otherwise violate any copyright, trademark, or other intellectual property rights.

In this Agreement, we will refer to our Sites located at www.udacity.com, and cn.udacity.com, inclusive of any
subdomains, as the “Udacity Sites.” We will refer to any site that you use to participate in our Affiliate Program as
“Your Site.” As used herein, “IMPACT” refers to services supporting our Program provided by IMPACT through the
Internet.

Affiliate Marketing Activities. Subject to the terms and conditions of this Agreement, Affiliate may display
marketing materials on its principal place(s) of business, with a link from the Affiliate Web Site to Udacity’s Web
Sites. Affiliate may also provide a link to Udacity’s Web Sites from Affiliate’s various social networking and
marketing properties, including but not limited to, Affiliate’s: Facebook page, forums, blogs, twitter, and Instagram
account (“Affiliates Social Media”). Affiliate may not otherwise offer for sale, market, sell or distribute the Services
of Udacity without express written permission. Affiliate is allowed to place links in emails that direct to Udacity’s
Websites. Affiliate may only display brand assets, including but not limited to banners and logos, as provided by
Udacity, without modification. Udacity may audit Affiliate’s marketing of Udacity from time-to-time and Affiliate
agrees to modify or remove any marketing materials or adjust any marketing activities that Udacity, in its sole
discretion, indicates as contrary to branding guidelines and marketing principles. The Affiliate is solely responsible
for Affiliate’s website and Affiliates Social Media and its contents and shall ensure that the website conforms at all
times to all applicable laws and regulations, including without limitation FTC rules and regulations relating to social
media marketing activities.

Affiliate Information & Privacy Policy. Affiliate warrants that the information furnished to Udacity for approval and
acceptance to the Affiliate Program is accurate and complete. If any changes to the information occurs, Affiliate
agrees to notify Udacity immediately of any changes in such information. The Affiliate further warrants that it
complies with relevant data protection laws (e.g., the General Data Privacy Directive and the California Consumer
Privacy Act) and its Privacy Policy(ies) adequately disclose that third parties (including Udacity and other
advertisers) may serve advertisements, collect information directly from visitors and place or recognize cookies on
visitors’ browsers.

Affiliate Content. The Affiliate warrants either that the rights to all information and productions on the Affiliate's
Mobile Application, and other digital marketing properties, belong to the Affiliate or that the owner of the rights to
the information and productions on the Affiliate's website has given its explicit permission to their publication
there. The Affiliate also warrants that the information and productions on the Affiliate's Site do not infringe any
rights of third parties, including intellectual property rights, and that such information and productions are not
offensive, prohibited or questionable in any way, and conform at all times to all applicable laws and regulations,
including without limitation FTC rules and regulations relating to social media marketing activities.

Restrictions: Artificial Traffic, Unauthorized Tracking, Competitive Links. The Affiliate must not in any way
generate or contribute to generating Artificial Traffic to Udacity’s Websites The Affiliate will use commercially

Udacity Affiliate Agreement Uv 10.01.20

reasonable efforts, consistent with industry standards and practices to monitor, detect and block any Artificial
Traffic to Udacity’s Websites. The Affiliate must notify Udacity immediately of any known or suspected improper or
wrongful use of the Affiliate's links to Udacity's Websites and/or an Affiliate Program or of Udacity's service in any
way whatsoever.

Affiliate agrees not to append any tracking information to the Affiliate Links or create any targeting segments or
profiles based on the fact that a Visitor has interacted with Udacity Web Sites. Affiliate further agrees that it will
not (a) place competitive products or services links on Affiliate’s Site and/or (b) purchase or bid on Udacity
trademarks, domain names or brand names or misspellings or derivatives thereof or any prohibited keywords or
phrases (e.g., for the purposes of attempting to drive traffic to the Links.

Section 3. COMPLIANCE

In connection with their respective obligations hereunder, Affiliate and Udacity shall not engage in any practice or
activity that:

1. Violates any applicable law or regulation; including but not limited to the sale or
marketing of illegal or other inappropriate goods or services, the violation of export control or
obscenity laws; that invade the privacy of any third party, nor FTC rules and regulations relating to
social media marketing activities;

2. That are in any way connected with the transmission of “junk mail”, “spam” or the
unsolicited mass distribution of e-mail, or with any unethical marketing practices; or

3. Is misleading, deceptive, confusing or abusive;

4. Makes any representation or statement, or grants any warranty or creates any other
obligation with respect to the Services, that is in addition to or otherwise inconsistent with any
representation, statement or warranty stated expressly by Udacity; or

5. Uses marketing materials, media or methods that are not approved by Udacity, including,
but not limited to telemarketing scripts, blog posts, and videos. Such approval shall not be
unreasonably withheld and shall be completed within seven (7) business days of receipt of such
marketing materials for review; or does not meet the standards for good industry practices for the
direct marketing industry.

Section 4. COMPENSATION

Referral Fees. The fee for each Transaction (the “Referral Fee”), is reflected in the Affiliate’s Terms in Impact.

The Referral Fee is viewed as earned and payable in accordance with the Schedule in the Impact Agreement.

Payout Period: Only Visitors that click an Affiliate Link and register with the Udacity services within the Referral
Window as specified in the Impact Agreement. If a visitor clicks the Affiliate Link and registers with

Udacity Affiliate Agreement Uv 10.01.20

Udacity after the Referral Window has passed, the Referral fee will not be paid to the Affiliate. The
commissionable action will be credited to the Affiliate who referred the sale based on the Credit Policy
as reflected in the Terms.

Reporting. Reporting is provided by Impact and can be viewed by Affiliate by signing into Affiliate’s Impact account.

Modifications. Commissions may be modified based on customer status (e.g., whether the customer is a New
Customer or an Existing Customer) and commissioned based on rates specified in the Terms. Transactions will be
updated prior to the end of the Action Locking period specified in the Impact Agreement (“Locking Period”) for
customer status-related updates. If a Visitor changes their Transaction details prior to the end of the locking period,
Udacity may update the Transaction details reported to Impact and commission may be modified based on the
Terms.

Zero-Dollar Transactions. From time-to-time, Udacity may offer promotions that grant access to Udacity services for
a period of time prior to requesting payment. These transactions may appear as a purchase of $0.00 within the
Affiliate’s Impact account reporting, and Affiliate will earn the default commission defined in Impact, or another
amount as defined in Affiliate’s terms.

Reversals: Udacity may reverse transactions prior to the end of the Locking Period for any of the following reasons:
cancellation/returned order, consumer fraud, consumer error, order error, tracking error, duplicate transaction,
Affiliate noncompliance, or Affiliate fraud, in addition to any restrictions listed in Section 2.

Invoicing. Affiliate will receive payment through the Impact platform based on the Payout Scheduling reflected in
the terms.

Taxes. The Referral Fees reflected in this agreement are exclusive of any sales, use, personal property, value-added
and good/services taxes. Udacity shall not be responsible for any foreign, federal, state or local taxes based on the
net income or receipts, or any other such taxes based on Affiliate’s doing business in a particular jurisdiction.

Records. During the Term, Udacity will keep accurate records of all monies payable to Affiliate.

Section 5. INTELLECTUAL PROPERTY OWNERSHIP AND LICENSING

Trademark License. Udacity hereby grants Affiliate, for the term of the Agreement, a non-exclusive, non-
transferable, revocable, royalty-free worldwide right and license, without the right to sublicense, to use Udacity’s
Marks solely in connection with the Udacity Nanodegree Program(s).

Use of the Marks: Any such use shall be in accordance with Udacity’s standard trademark & brand

guidelines and this Agreement, including accompanying the Udacity Marks with appropriate trademark

symbols (i.e., ™ or ®) and/or appropriate attribution language.

Rights in the Marks: Affiliate acknowledges and agrees that Udacity owns and otherwise has the exclusive right to
use and to license Udacity’s Marks. Affiliate agrees not to knowingly take any action inconsistent with Udacity’s
exclusive ownership of Udacity’s Marks. Affiliate will not adopt, use, or attempt to register any trademarks or

Udacity Affiliate Agreement Uv 10.01.20

trade names that are confusingly similar to the Udacity’s Marks or that create combination marks with the
Udacity’s Marks. All uses of Udacity Marks by Affiliate, including all goodwill arising therefrom shall inure solely to
the benefit of Udacity. Udacity shall have final approval of each use of the Udacity’s Marks and Affiliate will
provide samples to Udacity for its review and prior written approval. At Udacity’s reasonable request and
instruction, Affiliate will promptly modify or discontinue any use of the Udacity Marks not in conformance with the
Agreement.

No Implied Licenses. Except as otherwise expressly granted in this Agreement, no license or other rights under a
Party’s Intellectual Property Rights is granted to the other Party, by implication, estoppel or otherwise.

Section 6. RELATIONSHIP BETWEEN THE PARTIES.

Status. Affiliate’s relationship with Udacity will be that of an independent contractor and nothing in this Agreement
will be construed to create a partnership, joint venture, or employer-employee relationship. Neither Party is an
agent of the other Party and is not authorized to make any representation, contract or commitment on behalf of
such other Party.

Section 7. CONFIDENTIAL INFORMATION.

Confidential Information. During the performance of their obligations under this Agreement, the Parties may
exchange or obtain confidential and proprietary information of the other Party. For purposes of this Agreement, the
Party disclosing confidential information is hereinafter referred to as the “Disclosing Party” and the Party receiving
confidential information hereunder is hereinafter referred to as “Receiving Party.” The Receiving Party will not use
the Confidential Information of the Disclosing Party except for the purpose of exercising its rights or carrying out its
obligations under this Agreement. The Receiving Party will not disclose such information to any third party (except
to its employees or contractors who have a need to know for such purpose and who are bound by written
confidentiality obligations no less restrictive than those contained in this paragraph), and will use the same degree
of care to prevent misuse or disclosure that that the Receiving Party uses with respect to its own confidential
information of like importance, but in no event with less than reasonable care. The Receiving Party may also disclose
Confidential Information of the Disclosing Party that must be disclosed pursuant to applicable law or other legal
process, provided that the Receiving Party gives the Disclosing Party prompt written notice and reasonable
assistance sufficient to allow the Disclosing Party to seek a protective order, confidential treatment or other
appropriate remedy to limit the scope of the required disclosure.

Return. A Disclosing Party may at any time notify the Receiving Party that the Receiving Party must return to the
Disclosing Party the Disclosing Party's Confidential Information (other than Affiliate Content). Each Party hereby
agrees to, within 30 days of the notification, either: (i) return all documents and tangible items it or its employees
or agents have received pursuant to this Agreement pertaining to the other Party's Confidential Information or (ii)
destroy all copies thereof and certify in a writing attested to by a duly authorized officer of such destruction.

Publicity. Neither Party will issue a press release regarding the Parties relationship contemplated under this
Agreement unless mutually agreed to by the Parties. Any such announcement or release prepared by one Party will
be subject to the prior review and written approval of the other Party, which approval will not be unreasonably
withheld, conditioned or delayed.

Ownership. As between the parties, the Disclosing Party will retain exclusive ownership of all of its Confidential
Information.

Udacity Affiliate Agreement Uv 10.01.20

Section 8. INDEMNIFICATION

Indemnification by Affiliate. Affiliate will indemnify, defend and hold harmless Udacity, its affiliates, and each of
their officers, directors, employees and agents from and against any and all losses, damages, costs, expenses
(including reasonable attorneys’ fees and expenses) or other liabilities (“Losses”), arising out of or resulting from any
third-party claim asserted against Udacity to the extent relating to any Affiliate Content or violations of Affiliate’s
warranties or other obligations hereunder, including any violation or infringement of any third-party Intellectual
Property Rights, claims of defamation, invasion of privacy, right to publicity or violation of law.

Indemnification by Udacity. Udacity will indemnify, defend and hold harmless Affiliate, its officers, directors,
employees, agents and end users from and against any and all Losses, arising out of or resulting from any third-party
claim asserted against Affiliate to the extent relating to any third party Intellectual Property Rights or violation of
law by Udacity in connection with its obligations under this Agreement.

Procedures. Each Party’s right to indemnification under this Section 8 is conditioned on the Party seeking
indemnification (“Indemnified Party”) (a) giving reasonably prompt written notice of, and tendering any such claim
to, the other Party (“Indemnifying Party”); (b) permitting the Indemnifying Party to solely defend or settle any such
claim at its sole expense; provided, however, that (i) the Indemnifying Party will not enter into any settlement
agreement that would result in any admission by the Indemnified Party or payment by the Indemnified Party without
the Indemnified Party’s prior written consent, and (ii) the Indemnified Party may at its election participate in the
defense of such claims through separate counsel at its own expense; and (c) providing the Indemnifying Party all
reasonable assistance (at the expense of the Indemnifying Party) in connection with the defense or settlement of
any such claims.

Section 9. REPRESENTATIONS AND WARRANTIES

Mutual Representations. Each Party represents and warrants to the other Party that (a) the execution and delivery
of this Agreement has been duly authorized by all necessary action; (b) this Agreement is a legally and valid obligation
binding upon it and is enforceable in accordance with its terms, and the execution, delivery and performance will
not conflict with any agreement, instrument or understanding to which such Party is bound; and (c) it has the full
right and capacity to grant the rights hereunder without violating or conflicting with the rights of any third party.

Representation by Udacity. Udacity further represents and warrants to Affiliate that to its knowledge, use by Affiliate
of any of the Udacity Marks will not infringe the Intellectual Property Rights of a third party.

Section 10. DISCLAIMERS; LIMITATION OF LIABILITY.

DISCLAIMER OF WARRANTY. EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED IN SECTION 9, THE SERVICES AND
THE UDACITY PLATFORM ARE PROVIDED BY UDACITY “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS,
IMPLIED, STATUTORY OR THROUGH COURSE OF DEALING, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

EXCLUSION OF CONSEQUENTIAL DAMAGES. IN NO EVENT WILL UDACITY BE LIABLE FOR ANY CLAIM FOR ANY
INDIRECT, WILLFUL, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, FOR LOSS OF
BUSINESS PROFITS, OR DAMAGES FOR LOSS OF BUSINESS ARISING OUT OF THIS AGREEMENT, OR LOSS OR
INACCURACY OF DATA OF ANY KIND, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN
IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Udacity Affiliate Agreement Uv 10.01.20

LIMITATION OF LIABILITY. IN NO EVENT WILL UDACITY’S TOTAL CUMULATIVE LIABILITY OF EACH AND EVERY KIND
UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID TO AFFILIATE FROM UDACITY UNDER THE AGREEMENT
UNDER WHICH THE CLAIM AROSE. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN
DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.

Section 11. TERM AND TERMINATION.

Term. The term of this Agreement will begin upon our (or Impact’s) acceptance of your Affiliate Application and will
end immediately after the notification period, if any, when terminated by either party. Udacity may terminate this
Agreement at any time with one day notice without cause or immediately with cause.

If we terminate this Agreement, you will be required to remove all Links and brand assets within one (1) business
day.

Termination.

For Cause. Either Party may terminate this Agreement, upon written notice to the other Party, if such other Party
commits a material breach of this Agreement, which breach is not cured within one day of receipt of written notice
of such breach from the non-breaching party. Either Party may terminate this Agreement immediately upon
written notice to the other Party if such other Party has a receiver appointed, or an assignee for the benefit of
creditors or in the event of any insolvency or inability to pay debts as they become due by the other Party, except
as may be prohibited by applicable bankruptcy laws.

For convenience. Either Party may terminate this Agreement (including an Statement of Work) at any time, for any
reason or no reason, upon at least one (1) days’ written notice to the other party.

Consequences of Termination. Termination of this Agreement does not relieve Udacity of the obligation to pay any
amounts owed to Affiliate that became due prior to the termination of this Agreement. Upon termination of this
Agreement, Affiliate will have no further obligations to provide any of the Services. Udacity will promptly pay
Affiliate for any due but unpaid Referral Fees reported by Udacity. In addition, Affiliate agrees that, within ten days
after termination, it will return any and all Confidential Information of Udacity in its possession or control.

Survival. Notwithstanding anything to the contrary herein, Sections 1, 4 (for any due and unpaid amounts), 5.1 (first
paragraph), 5.2, 5.4, 6, 7, 8, 9, 10, 11 and 12 of this Agreement shall survive any termination of this Agreement.

Section 12. GENERAL.

Headings. The headings are provided for convenience only and shall not be used in interpreting any provision of this
Agreement.

Notices. All notices, requests, claims, demands and other communications under this Agreement will be in writing
and will be deemed given if delivered personally or sent by overnight courier (providing proof of delivery) to the
Parties at the addresses in the first paragraph.

Force Majeure. Each Party is excused from performance of this Agreement (other than for any payments due) and
will not be liable for any delay in whole or in part caused by the occurrence of any contingency beyond the
reasonable control of such Party. These contingencies include, without limitation, war, riot or other act of civil
disobedience, act of government or any agency or subdivision thereof affecting the terms of this Agreement or

Udacity Affiliate Agreement Uv 10.01.20

otherwise, judicial action, labor disputes or strikes, student disorders, accident, fire, explosion, flood, severe
weather, natural disaster or other act of God, shortage of labor, hardware failure or interruptions or failure of the
Internet or third-party network connections.

Remedies for Breach. Receiving Party agrees that the Disclosing Party will be entitled to equitable relief, including
injunction and specific performance, in the event of any breach or threatened breach or intended breach of this
Agreement by Receiving Party. However, those remedies will not be the exclusive remedies for any breach of the
Agreement but will be in addition to all other remedies available at law or in equity.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, including all schedules and exhibits attached
hereto, constitutes the entire agreement of the Parties with respect to the subject matter hereof, and supersedes
all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter
of this Agreement and is not intended to confer upon any person other than the Parties hereto.

Amendment. No amendment, modification or discharge of this Agreement, and no waiver hereunder, will be valid
or binding unless set forth in a writing signed by both Parties.

Assignment; Subcontracting. Neither Party may assign this Agreement without the prior written consent of the other
Party, except that either Party may assign this agreement without consent in connection with a merger,
consolidation, restructuring or sale of all or substantially all of its equity or business or assets to which this
Agreement relates. Udacity may subcontract the performance of any of its obligations hereunder, provided that
Udacity will be responsible for any payment to any subcontractor for the performance of services hereunder.

Expenses. Except for costs and expenses specifically assumed by a Party under this Agreement or imposed upon a
Party pursuant to another provision of this Agreement, each Party will pay its own expenses incident to this
Agreement.

Governing Law. This Agreement will be deemed to have been executed and delivered in the State of California, and
will be governed by, and construed and enforced in accordance with, the laws of the State of California, without
regard to its conflict of law principles. Affiliate hereby expressly consents to all disputes, controversies or differences
which may arise between the parties hereto, out of or in relation to or in connection with this Agreement, the
provision of the Services and/or the relationship between the parties hereto shall be finally settled by arbitration
San Mateo, California in accordance with the Arbitration Rules of the American Arbitration Association. The award
rendered by the arbitrators shall be final and binding upon the parties hereto, and any judgment upon such award
may be entered in any court having jurisdiction thereof. Arbitration proceedings hereunder shall be conducted in
the English language. Any and all costs and fees related to any arbitration proceedings hereunder shall be paid solely
by the party hereto which does not prevail and against whom the arbitration award is rendered, as determined by
the arbitrators. Notwithstanding the foregoing, either party hereto shall, at any time, have the right to seek
preliminary equitable or injunctive relief in any court of competent jurisdiction, including without limitation in order
to enjoin the infringement of such party’s intellectual property rights.

Disputes

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence,
validity or termination, shall be referred to and finally resolved by arbitration in San Mateo in accordance with the
Arbitration Rules of the American Arbitration Association (AAA) for the time being in force, which rules are deemed
to be incorporated by reference in this Section.

Udacity Affiliate Agreement Uv 10.01.20

The tribunal shall consist of one arbitrator.

The language of the arbitration shall be English.

Class Action Waiver. BY AGREEING TO THIS AGREEMENT, YOU GIVE UP YOUR RIGHT TO SERVE AS A CLASS
REPRESENTATIVE FOR, OR PARTICIPATE AS A MEMBER OF, A CLASS ACTION, WHETHER IN COURT OR IN
ARBITRATION, IN CONNECTION WITH A DISPUTE INVOLVING UDACITY.

Severability. If any provision of this Agreement, or portion thereof, is held by a court of competent jurisdiction to
be contrary to law or otherwise unenforceable, the provision will be modified by the court and interpreted so as
best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining
provisions of this Agreement will remain in full force and effect.

Waiver. Neither the waiver by any of the Parties of a breach of or a default under any of the provisions of this
Agreement, nor the failure of any of the Parties, on one or more occasions, to enforce any of the provisions of this
Agreement or to exercise any right or privilege hereunder will thereafter be construed as a waiver of any subsequent
breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder.

Compliance with Laws. Each Party will comply with all federal, state and local laws and regulations, as amended
from time to time, applicable to such Party’s performance of its obligations under this Agreement, including all
applicable export laws and regulations of the United States and other applicable jurisdictions related to the provision
or use of the Services.

Further Assurances. Each Party agrees to execute, acknowledge and deliver any additional conveyances, consents,
assignments, documents and other instruments and perform such further acts as may be reasonably required or
desirable to carry out the provisions contained in this Agreement.

Udacity Affiliate Agreement Uv 10.01.20